EXHIBIT 10.9
MANAGEMENT SERVICES AGREEMENT BETWEEN
PATCH ENERGY INC. AND XXXXX XXXXXXX
DATED FEBRUARY 11, 2002
PATCH ENERGY INC.
Xxxxx 000 - 000 Xxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
February 11, 0000
Xxxxxxx Corporate Group Ltd.
ATTENTION: XXXXX XXXXXXX
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Dear Xx. Xxxxxxx:
RE: MANAGEMENT SERVICES
The following are the terms and conditions upon which Patch Energy Inc. (the
"Company") is prepared to contract with you to provide the services of Xxxxx
Xxxxxxx to the Company. By signing this letter agreement you accept the
following terms and conditions:
1. WORK DUTIES
1.1 The services of Xx. Xxxxxxx will be provided to carry out such duties
and responsibilities as the board of directors may from time to time determine.
2. TERM OF EMPLOYMENT
2.1 The contract shall be for a three year period, starting February 11,
2002 and ending February 11, 2005 provided that this Agreement shall be
automatically renewed for successive terms on a year to year basis unless notice
of non-renewal is effected by either party with written notice of non-renewal at
least 90 days prior to the expiry of the then applicable term of this Agreement,
in which case this Agreement will expire on the last day of such term.
3. CONSIDERATION
3.1 Subject to the other terms and conditions of this Agreement, the
Company agrees to pay consideration of US$60,000 per annum for the services
provided hereunder, subject to such annual increases as the board of directors
shall determine.
3.2 Xx. Xxxxxxx shall also be eligible for incentive compensation in the
form of stock options in the Company, in accordance with the policy formulated
by the Company from time to time. Eligibility for stock options shall be
determined by the Company's compensation committee.
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4. EXPENSES
4.1 In accordance with policies formulated by the Company from time to
time, you will be reimbursed for all reasonable travelling and other expenses
actually and properly incurred by you in connection with the performance of your
duties and functions. For all such expenses, you will be required to keep proper
accounts and to furnish statements and vouchers to the Company within 30 days
after the date the expenses are incurred.
5. SERVICE TO THE COMPANY
5.1 During the term of this Agreement, Xx. Xxxxxxx shall devote such amount
of time as shall be reasonably necessary to performing the services hereunder
provided that it is acknowledged that it is not intended that Xx. Xxxxxxx devote
the whole of his working time to providing the services hereunder.
6. CONFIDENTIALITY
6.1 All business and trade secrets and confidential information and
knowledge which may be acquired during the terms of this Agreement related to
the business and affairs of the Company (collectively the "Confidential
Information"), will for all purposes and at all times, both during the term of
this Agreement and at all times thereafter, be held by you in trust for the
exclusive benefit of the Company. Neither during the term of this Agreement nor
at any time thereafter shall such Confidential Information be disclosed to any
corporation or person other than the Company, nor will it be used for any
purposes other than those expressly authorized by the Company. This paragraph
does not apply to any information which would be found in the public domain.
7. TERMINATION
7.1 The following termination and resignation provisions apply to this
Agreement:
(a) it may be terminated by you on 30 days' prior written notice
to the Company; and
(b) on receipt of such notice, the Company may elect to pay a pro
rata portion of the annual compensation provided for hereunder for such
30 days, in which case the Agreement will terminate immediately upon
receipt of such payment.
8. INDEPENDENT CONTRACTOR
8.1 In performing the services hereunder, it is acknowledged that Xx.
Xxxxxxx is acting as an independent contractor and not as an employee of the
Company.
9. LAW OF THE CONTRACT
9.1 Any dispute relating to the terms of this Agreement will be resolved
pursuant to the laws of the Province of British Columbia.
If you are prepared to accept employment with the Company on the foregoing
terms, kindly confirm your acceptance and agreement by signing the enclosed
duplicate copy of this letter where indicated and return one copy to us.
We ask you to fully consider all of the above terms and to obtain any advice you
feel is necessary, including legal advice, before you execute this Agreement.
Yours very truly,
PATCH ENERGY INC.
Per: /s/ Xxxxx Xxxxxxx
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Authorized Signatory
ACCEPTED AND AGREED TO THIS 11TH DAY OF FEBRUARY, 2002. I HAVE READ
AND UNDERSTAND THE TERMS AND CONDITIONS SET OUT IN THIS LETTER
AGREEMENT. I HAVE BEEN GIVEN FULL OPPORTUNITY TO CONSULT WITH
LEGAL ADVISORS OF MY CHOOSING.
XXXXXXX CORPORATE GROUP LTD.
Per: /s/ Xxxxx Xxxxxxx
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Authorized Signatory
